Calidi to Effect Reverse Stock Split

Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi” or “Company”), a clinical-stage biotechnology firm developing advanced targeted virotherapies, has announced that its Board of Directors has approved a 1-for-10 reverse stock split of its outstanding common stock. This Reverse Stock Split will take effect at 12:01 a.m. Eastern Time on July 15, 2024. Starting that day, Calidi’s common stock will trade on a split-adjusted basis under the current symbol “CLDI” on the NYSE American market. The new CUSIP number for the common stock post-split will be 320703 309. The Company’s publicly-traded warrants will continue trading under the symbol “CLDI WS” with no change to their CUSIP.

At a Special Meeting of Stockholders on June 6, 2024, shareholders approved an amendment to the Company’s Certificate of Incorporation to allow a reverse stock split within a range of 1-for-10 to 1-for-50, with the exact ratio to be decided by the Board. On July 1, 2024, the Board chose a 1-for-10 ratio.

After the Reverse Stock Split, the number of issued and outstanding common shares will be reduced to approximately one-tenth of the previous amount. No fractional shares will be issued; instead, any fractional share will be rounded up to the nearest whole share. Adjustments will be made to the exercise prices and the number of shares underlying outstanding equity awards, the shares issuable under the equity incentive plan, and the employee stock purchase plan to reflect the 1-for-10 ratio. Similar adjustments will apply to Calidi’s outstanding warrants, resulting in each warrant being exercisable for 1/10th of a common share at an adjusted exercise price.

Calidi Stockholder Information

Following the Reverse Stock Split, every 10 shares of pre-split common stock will be consolidated into 1 share. Equiniti Trust Company, LLC has been appointed as the exchange agent to manage this process.

Registered stockholders with book-entry shares do not need to take any action to receive their post-split shares. Those holding shares through brokerage accounts will see their holdings automatically adjusted. Stockholders with physical share certificates will receive instructions from Computershare on how to exchange their certificates after the Reverse Stock Split takes effect.

About Calidi Biotherapeutics

Calidi Biotherapeutics (NYSE American: CLDI) is a clinical-stage immuno-oncology company focused on leveraging proprietary technology to enhance the immune system’s ability to fight cancer. Their novel stem cell-based platforms use potent allogeneic stem cells to deliver oncolytic viruses for treating various cancers, including high-grade gliomas and solid tumors. Calidi’s off-the-shelf, universal cell-based delivery platforms aim to protect, amplify, and enhance the efficacy of oncolytic viruses, improving patient safety and treatment outcomes. The company is headquartered in San Diego, California. For more information, visit their website.

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